Terms and Conditions of Purchase Order

Section I: Incorporated into All Purchase Orders

Delivery:

1. If delay in delivery is foreseen, vendor shall notify The University of Texas at San Antonio, Purchasing Office, One UTSA Circle, San Antonio, TX 78249 (210) 458-4060. UT San Antonio has the right to extend delivery date if reasons appear valid. Default in promised delivery (without accepted reasons) or failure to meet specifications, authorizes UT San Antonio to purchase supplies elsewhere and charge full increase in cost, if any, to defaulting contractor.
2. No substitutions or cancellations permitted without approval of UT San Antonio Purchasing Office.
3. The Texas Hazard Communication Act (Article 5182b, VTCS) requires chemical manufacturers and distributors to provide Material Safety Data Sheet (MSDS) for hazardous materials sold. Products covered by the Act must be accompanied by a MSDS and such product labeled in compliance with the law. If the product is not covered under the Act, a statement of exemption must be provided.
4. Delivery shall be made during normal working hours only to the location shown.

Payment:

1. UT San Antonio is exempt from State Sales Tax and Federal Excise Tax. Tax Exemption Certificate furnished on request.
2. Vendor shall submit an itemized invoice showing purchase order number and a valid vendor id number.
3. Materials will be considered received by The University upon final acceptance by the end user.

Insurance:

In the event the Vendor, its employees, agents or subcontractors enter premises occupied by or under the control of UT San Antonio in the performance of this order, the Vendor agrees that it will maintain public liability and property damage insurance in reasonable limits covering the obligations set forth above, and will maintain worker's compensation coverage (either by insurance or if qualified pursuant to law, through a self-insurance program) covering all employees performing this order on premises occupied by or under the control of UT San Antonio.

SHORT FORM DISPUTE RESOLUTION PROVISION:

To the extent that Chapter 2260, Texas Government Code, is applicable to this Contract and is not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260 and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, shall be used by The University of Texas at San Antonio and Contracting Party to attempt to resolve any claim for breach of contract made by Contracting Party that cannot be resolved in the ordinary course of business. The Chief Business Officer of The University of Texas at San Antonio shall examine Contracting Party's claim and any counterclaim and negotiate with Contracting Party in an effort to resolve such claims. The parties hereto specifically agree that (i) neither the execution of this Agreement by The University of Texas at San Antonio nor any other conduct, action or inaction of any representative of The University of Texas at San Antonio relating to this Agreement constitutes or is intended to constitute a waiver of The University of Texas at San Antonio's or the state's sovereign immunity to suit; and (ii) The University of Texas at San Antonio has not waived its right to seek redress in the courts.

TERMINATION:

1. Termination for Convenience:

   Upon written notice to the Contractor, The University may terminate this contract, in whole or in part, whenever The University shall determine that such termination is in the best interest of The University. The University shall pay all reasonable costs incurred up to the date of termination and all reasonable costs associated with termination of the contract. However, the Contractor may not be reimbursed for anticipatory profits. Termination hereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions of The University's Procurement Policies and Procedures.

2. Termination for Default:

   When the Contractor has not performed or has unsatisfactorily performed the contract, payment shall be withheld at the discretion of The University. Failure on the part of the Contractor to fulfill contractual obligations shall be considered just cause for termination of the contract and the Contractor is not entitled to recover any costs incurred by the Contractor up to the date of termination. Termination hereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions of The University's Procurement Policies and Procedures.

ACCESS BY INDIVIDUALS WITH DISABILITIES:

Vendor represents and warrants (“EIR Accessibility Warranty”) that the electronic and information resources and all associated information, documentation, and support that it offers to provide to the University under this purchase order (collectively, the “EIRs”) comply with the applicable requirements set forth in Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government Code.) To the extent vendor becomes aware that the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, then vendor represents and warrants that it will, at no cost to University, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty or (2) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty. In the event that vendor is unable to do so, then the University may terminate this Agreement and vendor will refund to the University all amounts the University has paid under this purchase order within thirty (30) days after the termination date.

SAFEGUARDING OF SOCIAL SECURITY NUMBERS:

If the item(s) or service(s) specified on this order require Vendor access to social security number information, Vendor agrees it may (1) create, (2) receive from or on behalf of UTSA, or (3) have access to records or systems containing social security numbers. Vendors represents, warrants, and agrees it will: (1) hold information in the strictest confidence and will not use or disclose information according to commercially reasonable administrative, physical and technical standards that are no less rigorous than the standards by which the Vendor protects its own confidential informational and (3) continually monitors operations and take any action necessary to assure the information is safeguarded in accordance with the terms of this order. At the request of UTSA, Vendor agrees to provide UTSA a written summary of the procedures the Vendor uses to safeguard thus information. If an impermissible use or disclosure of any of the information occurs, Vendor will provide UTSA all information requested by UTSA regarding the impermissible use or disclosure. In addition to any other termination rights set forth in this order and any other rights at law or equity, if UTSA reasonable determines that the Vendor has breached any restrictions or obligation set forth in this section, UTSA may immediately cancel this order without notice or offer to cure.

Section II: Government Subcontract Provisions

If this order is a subcontract under a U.S. Government Prime Contract, the applicable clauses listed below are incorporated into, and form a part of, the terms and conditions of this order. In the event of any conflict between the terms and conditions of this Section and any other provision of this order, the terms and conditions of this Section shall prevail. The term "FAR" means the Federal Acquisition Regulations, including revision in effect on the date of this order. The term "DFAR" means the Department of Defense Supplement to the Federal Acquisition Regulations, including revision in effect on the date of this order. The terms "Contractor," "Government," and "Contracting Officer" as used in these clauses incorporated by this reference shall be deemed to refer to the "Seller," "Buyer," and "The University of Texas at San Antonio" (UT San Antonio), respectively. Any reference to a "Disputes" clause in any of the clauses listed below shall be deemed to refer to the "Disputes" clause contained in the Prime Contract. In no event shall such reference to a "Disputes" clause be construed to allow the Seller, without the concurrence or approval of UT San Antonio, to prosecute and appeal either directly or in the name of UT San Antonio to the Contracting Officer for such Prime Contract.

The following provisions apply regardless of the amount of this order:

1. Equal Opportunity
   FAR 52.222-26
2. Hazardous Material Identification and Material Safety Data (when applicable)
   FAR 52.223-3
3. Restrictions on Certain Foreign Purchases
   FAR 52.225-13
4. Restrictive Markings on Technical Data (when applicable)
   DFAR 52.227-7013

The following provisions apply if the amount of this order exceeds $10,000.00:

1. Walsh-Healey Public Contracts Act
   FAR 52.222-20
2. Affirmative Action for Workers with Disabilities
   FAR 52.222-36

The following provisions apply if the amount of this order exceeds $25,000.00:

1. Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters
   FAR 52.209-5 obtained prior to award
2. Affirmative Action for Special Disabled and Vietnam Era Veterans
   FAR 52.222-35
3. Employment Reports on Disabled Veterans and Veterans of the Vietnam Era
   FAR 52.222-37
4. Clean Air and Water
   FAR 52.223-2

The following provisions apply if the amount of this order exceeds $100,000.00:

1. Anti-Kickback Procedures
   FAR 52.203-7
2. Limitations on Payments to Influence Certain Federal Transactions
   FAR 52.203-12
3. Audit and Records - Negotiation (if order was entered into by negotiation)
   FAR 52.215-2
4. Utilization of Small Business Concerns
   FAR 52.219-8
5. Drug-Free Workplace
   FAR 52.223-6
6. Authorization and Consent
   FAR 52.227-1
7. Notice and Assistance Regarding Patent and Copyright Infringement
   FAR 52.227-2
8. Responsibility for Supplies
   FAR 52.246-16

The following provision applies if the amount of this order exceeds $500,000.00:

• Small Business Subcontracting Plan (does not apply to small business concerns)
  FAR 52.219-9

The following provision applies if the amount of this order exceeds $550,000.00:

• Price Reduction for Defective Cost or Pricing Data (if order was entered into by negotiation, when applicable)
  FAR 52.215-12, FAR 52.215-13

Section III: Federal Grant Provisions

All contracts under Federal Grants awarded by recipient, including small purchases, shall contain the following provisions as applicable:

1. Equal Employment Opportunity

   All contracts shall contain a provision requiring compliance with E.O. 11246, "Equal Employment Opportunity," as amended by E.E. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."

2. Copeland "Anti-Kickback" Act (18 U.S.C. 874 and 40 U.S.C. 276c)

   All contracts and subgrants in excess of $2000 for construction or repair awarded by recipients and subrecipients shall include a provision for compliance with the Copeland "Anti-Kickback" Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR part 3,"Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The recipient shall report all suspected or reported violations to the Federal awarding agency.

3. Davis-Bacon Act, as amended (40 U.S.C. 276a to a-7)

   When required by Federal program legislation, all construction contracts awarded by the recipients and subrecipients of more than $2000 shall include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 276a to a-7) and as supplemented by Department of Labor regulations (29 CFR part 5, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction"). Under this Act, contractors shall be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. In addition, contractors shall be required to pay wages not less than once a week. The recipient shall place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation and the award of a contract shall be conditioned upon the acceptance of the wage determination. The recipient shall report all suspected or reported violations to the Federal awarding agency.

4. Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333)

   Where applicable, all contracts awarded by recipients in excess of $2000 for construction contracts and in excess of $2500 for other contracts that involve the employment of mechanics or laborers shall include a provision for compliance with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor regulations (29 CFR part 5). Under Section 102 of the Act, each contractor shall be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than 1 * times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Section 107 of the Act is applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

5. Rights to Inventions Made Under a Contract or Agreement

   Contracts or agreements for the performance of experimental, developmental, or research work shall provide for the rights of the Federal Government and the recipient in any resulting invention in accordance with 37 CFR part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency.

6. Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended

   Contracts and subgrants of amounts in excess of $100,000 shall contain a provision that requires the recipient to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.). Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

7. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)

   Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient.

8. Debarment and Suspension (E.O.s 12549 and 12689)

   No contract shall be made to parties listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with E.O.s 12549 and 12689,"Debarment and Suspension." This list contains the names of parties debarred, suspended, or otherwise excluded by agencies, and contractors declared ineligible under statutory or regulatory authority other than E.O. 12549. Contractors with awards that exceed the small purchase threshold shall provide the required certification regarding its exclusion status and that of its principal employees.

9. Access to Records

   See White House Office of Management & Budget Circular A-110.48(d).

THIS ORDER IS ISSUED UNDER AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

THE UNIVERSITY OF TEXAS AT SAN ANTONIO CANNOT ACCEPT COLLECT FREIGHT SHIPMENTS.

If this order specifies F.O.B. shipping point, please prepay freight and add to invoice.

STATE SALES TAX EXEMPTION CERTIFICATE:

The Undersigned claims an exemption from taxes under Section 151.309, Texas Tax Code, for purchase of tangible personal property described in this numbered order, purchased from contractor and/or shipper listed above, as this property is being secured for the exclusive use of The State of Texas.

MATERIAL SAFETY DATA SHEETS (MSDS's):

The Texas Hazard Communication Act (Article 5182b, VTCS) requires chemical manufacturers and distributors to provide Material Safety Data Sheets IMSDS's) for hazardous materials sold. Products covered by the Act must be accompanied by a MSDS and such product labeled in compliance with the law. If the product is not covered under the Act, a statement of exemption must be provided.

YEAR 2000:

The vendor warrants fault-free performance in the processing of date and date-related data (including, but not limited to, calculating, comparing and sequencing) by the products) identified on this purchase order. Fault-free performance includes, but is not limited to, the manipulation of data with dates prior to, through and beyond January 1, 2000, and shall be transparent to the user. The University of Texas at San Antonio is an Equal Opportunity/Affirmative Action Employer